Received

,~-D\C\\~-E
34
FOIA / PA Officer John Livornese

U.S. Securities & Exchange Commission RECEIVED
FOIA Office
100 F Street NE, Mail Stop 5100 JAN 12 2018.
Washington, DC 20549
January 12, 2018
Dear Mr. Livornese:
I request pursuant to the Freedom of Information Act (FOIA) 5 U.S.C. § 552. As

Amended by Public Law No. 104-231, 110 Stat. 3048, copies of the following
agreement, based on the CT Order File No. 000-16469 - CF#22523.
Exhibit 10.134 to Form 10-Q filed on 08/11/2008 by INTER PARFUMS INC.
Exhibit Title: Licence Agreement
CIK:822663
RoyaltyStat will pay up to $61 for research, copies and review fees for all of the
, abovementioned agreements. Please forward all releasable material for copying.
My daytime telephone number is 202-798-8809. Please call me or e-mail at
accounts@royaltystat.com to discuss the total cost or estimated cost of this
research/copies should the amount exceed the price indicated in this request.
Sincerely,
.,.
RoyaltyStat LLC
6931 Arlington Rd.# 580
Bethesda, MD 20814
34 IP age
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
STATION PLACE
100 F STREET, NE
WASHINGTON, DC 20549-2465
Office of FOIA Services

March 28, 2018
Ms. Marcia Coutinho

RoyaltyStat, LLC
6931 Arlington Road, Suite 580
Bethesda, MD 20814
RE: Freedom of Information Act (FOIA), 5 U.S.C. § 552

Request No. 18-01914-E
Dear Ms. Coutinho:
This letter is in response to your request, dated and

received in this office on January 12, 2018, for information
regarding Exhibit 10.134 to Form 10-Q filed on August 11, 2008,
by Inter Parfums, Inc.
The search for responsive records has resulted in the

retrieval of 38 pages of records that may be responsive to your
request. They are being provided to you with this letter.
If you have any questions, please contact me at

smithLR@sec.gov or (202) 551-8328. You may also contact me at
foiapa@sec.gov or (202) 551-7900. You also have the right to
seek assistance from Lizzette Katilius as a FOIA Public Liaison
or contact the Office of Government Information Services (OGIS)
for dispute resolution services. OGIS can be reached at 1-877-
684-6448 or Archives.gov or via e-mail at ogis@nara.gov.
Sincerely,
La Kisha R. Smith
FOIA Research Specialist
Enclosure
. ..
Confidential Treatment Requested

by
Inter Parfums, Inc.
August11,2008
Marked, Not Excised
Exhibit No. 10.134

#294420 vi
Exhibit 10.134: Certain confidential information in this Exhibit 10.134 was
omitted and filed separately with the Securities and Exchange Commission
("SEC") with a request for confidential treatment by Inter Parfums, Inc.
DATED 3rd July 2008
(1) PAUL SMITH LIMITED
(2) INTER PARFUMS S.A.
(3) INTER PARFUMS INC.
LICENCE AGREEMENT
Cumberland Court
80 Mount Street
Nottingham NG1 6HH
United Kingdom
DX 10039 Nottingham 1
Direct Fax: +44 (0)115 859 9612

Switchboard: +44 (0)115 9369369
www.freethcartwright.co.uk
CONTENTS
1. DEFINITIONS AND INTERPRETATION ............................................................................1
2. GRANT ..............................................................................................................................5
3. VALIDATION .....................................................................................................................5
4. COMMENCEMENT AND DURATION ...............................................................................5
5. FINANCIAL PROVISIONS .................................................................................................6
6. LICENSEE'S COVENANTS ...............................................................................................8
7. LICENSOR'S COVENANTS ............................................................................................ 10
8. APPLICATION OF THE TRADEMARKS .......................................................................... 10
9. TITLE AND GOODWILL .................................................................................................. 11
10. TRADE MARK REGISTRATIONS ................................................................................... 11
11. REGISTRATION OF PERMITTED USER ........................................................................ 11
12. DUTIES OF THE PARTIES ............................................................................................. 11
13. QUALITY CONTROL AND APPROVAL PROCEDURES AND INTELLECTUAL
PROPERTY RIGHTS ................................................................................................................12
14. MANUFACTURE OF THE LICENSED PRODUCTS ........................................................ 13
15. ADVERTISING AND PROMOTION ................................................................................. 13
16. SALES PROMOTION AND DISTRIBUTION .................................................................... 14
17. COMPLIANCE WITH APPLICABLE LAWS ..................................................................... 15
18. INDEMNITIES .................................................................................................................15
19. INFRINGEMENT .............................................................................................................16
20. DISCLOSURE AND CONFIDENTIALITY ......................................................................... 16
21. ASSIGNMENT .................................................................................................................17
22. SUB-LICENSING .............................................................................................................19
23. INSURANCE ...................................................................................................................20
24. GUARANTEE PROVISIONS ...........................................................................................20
25. TERMINATION ................................................................................................................21
26. EFFECT OF TERMINATION ...........................................................................................22
27. SUPERVENING LAWS AND FORCE MAJEURE ............................................................23
28. SEVERANCE ..................................................................................................................24
29. THIRD PARTY RIGHTS ..................................................................................................24
30. MISCELLANEOUS ..........................................................................................................24
31. LAW AND JURISDICTION ..............................................................................................25
EXHIBIT A ................................................................................................................................26
The Countries where the Trademarks are currently registered in respect of fragrances ... 26
EXHIBIT B ................................................................................................................................32
List of currently approved distributors .............................................................................. 32
THIS AGREEMENT is made the 3rd day of July 2008
BETWEEN
(1) PAUL SMITH LIMITED a corporation duly organised and existing under the laws of
England with registered number 1170719 whose registered office is at Riverside Buildings
Riverside Way Nottingham England {the "Licensor") and
(2) INTER PARFUMS S.A. a corporation duly organised and existing under the laws of
France with its principal office at 4 Rond Point des Champs Elysees, 75008 Paris (8350
219 382) (the "Licensee"); and
(3) INTER PARFUMS INC. a corporation duly organised and existing under the laws of
Delaware with its principal office at 551, 5th Avenue New York NY 10176 (the
"Guarantor")
INTRODUCTION
A The Licensor designs and manufactures quality clothing and accessories in the United
Kingdom and in other countries.
B. The Licensor has the right to use and to license others to the Trademarks consisting of "PAUL
SMITH" and "PS PAUL SMITH" used alone and in a logo design in the Territory which are (at
the date of this Agreement) registered in respect of fragrances in the United Kingdom and in
the other countries specified in Exhibit A
C. The Licensee manufactures and sells perfumes and fragrances throughout the world.
D. The Licensor and the Licensee had executed a former Licence agreement dated 4th
December 1998 whereby the Licensee is granted exclusive rights to manufacture, advertise,
distribute and sell fragrances under the "Paul Smith" trademarks. The said agreement expires
on 31 st December 2011 and on the basis of which the Licensor and the Licensee have
reached an agreement regarding the renewal of the former Licence Agreement of 4th
December 1998.
E. The Licensee wishes to continue to use the "Paul Smith" trademarks to manufacture,
advertise, promote and sell fragrances under the Trademarks in the Territory.
F. The Licensor is prepared to grant and the Licensee to take a licence in the Territory to
manufacture, advertise, promote and sell fragrances under the Trademarks on the terms of
this Agreement.
AGREEMENT
1. DEFINITIONS AND INTERPRETATION
1.1. In this Agreement the following words and phrases shall have the following
meanings unless the context clearly requires otherwise:-
"Affiliated Distributor" distributors of the Licensee in which either the Licensee or

the Guarantor either holds more than [50%1 1 of the share voting rights or otherwise
has effective control.
1
Confidential information omitted and filed separately with the SEC with a request for confidential treatment
by Inter Parfums, Inc. No. 10.134.1.
1
"Business" that part of the business of the Licensee which involves the
manufacture and/or distribution of the Licensed Products (or any part or parts
thereof).
"Business Day" shall mean any day which is not a Saturday not a Sunday and not
a recognised public holiday in either the Licensor's or the Licensee's country.
"Calendar Half' shall mean a six monthly period commencing on the first day of
either of the months of January or July in any year.
"Calendar Quarter" shall mean a three monthly period commencing on the first day
of each of the months of January, April, July and October in every Contract Year.
"Commencement Date" means the date on which this Agreement comes into force
as stated in Clause 4.1.
"Contract Year" shall mean each of the following years:
First Contract Year:-
The period from 1 January 2011 to 31 December 2011
Second Contract Year:-
Third Contract Year:-
Fourth Contract Year:-
Fifth Contract Year:-
Sixth Contract Year:-
Seventh Contract Year:-
"Force Majeure" means any circumstances not foreseeable at the date of this
Agreement and not within the reasonable control of the party in question including,
strikes, lockouts, shortages of labour or raw materials, civil commotion, riot, invasion,
war, threat of or preparation for war, fire, explosion, storm, flood, earthquake,
subsidence, epidemic or other natural physical disaster.
"Intellectual Property Rights" means all copyrights, registered and unregistered

design rights, patents, trademarks and all other rights.
"Licensed Products" means Products sold or offered for sale under or by

reference to the Trademarks pursuant to this Agreement.
2
"Minimum Royalty" shall mean:-
(a) in the First Contract Year, a Royalty of at least [1,225,000] 2 Euro;
(b) in the Second Contract Year, a Royalty of at least [1,300,000]3 Euro;
(c) in the Third Contract Year, a Royalty of at least [1,380,000]4 Euro;
(d) in the Fourth Contract Year, a Royalty of at least [1.465,000]5 Euro;
(d) in the Fifth Contract Year, a Royalty of at least [1,555,000]6 Euro;
(e) in the Sixth Contract Year, a Royalty of at least [1,650,000]7 Euro; and
(f) in the Seventh Contract Year, a Royalty of at least [1,750,000]8 Euro.
"Proprietors" means Paul Smith Group Holdings Limited (a company incorporated

in England with registered number 5534862), Paul Smith Limited (a company
incorporated in England with registered number 1170719) and any subsidiary (as
defined in section 736 Companies Act 1985) of any such company.
"Products" shall mean men's and women's and children's fragrances and cosmetics
and related display, packaging and promotional materials.
"Royalty" means the royalty payable by the Licensee to the Licensor under clause
5.1 of this Agreement.
"Territory" shall mean the world.
"Term" shall mean the term of this Agreement being the period of seven years
commencing on 1 January 2011 and expiring on 31 December 2017.
"Trademarks" shall mean the trademarks "PAUL SMITH" and "PS PAUL SMITH"
and in each case used with such other additional word or words as may be
approved by the Licensor in writing from time to time.
"Turnover" shall mean aggregate gross sales of each of the Licensed Products
sold by the Licensee (or, if the price of any Licensed Product re-sold by an Affiliated
Distributor shall be higher than the price at which the Licensed Product was sold to
the Affiliated Distributor by the Licensee then the aggregate sales of each such
Licensed Product sold by the Affiliated Distributors shall be substituted for the gross
sales of such Licensed Products by the Licensee to the Affiliated Distributors) and/or
its sub-licensees to customers in the Territory (whether by wholesale or retail and
including sales to the Licensor and its licensees) less:-
2
3
4
5
6
7
8
3
(a) actual trade discounts and other discounts approved of in writing by the
Licensor and allowed to customers (but excluding early settlement
discounts);
(b) returns and credits actually granted to customers (but excluding bad debts);
(c) any commodity or consumption taxes imposed on the Licensee or (as the
case may be) the Affiliated Distributors by any Government within the
Territory in respect of the Licensed Products; and
(d) shipping and insurance costs borne by the Licensee or (as the case may
be) the Affiliated Distributors in the supply of the Licensed Products to their
customers.
1.2. In this Agreement (except where the context otherwise requires):
1.2.1. any reference to a Recital, Clause or Schedule is to the relevant Recital,

Clause or Schedule of or to this Agreement and any reference to a
sub-clause or paragraph is to the relevant sub-clause or paragraph of
the Clause or Schedule in which it appears;
1.2.2. references to "this Agreement" mean this agreement as amended,

varied, supplemented, modified or novated from time to time and include
the Schedules;
1.2.3. the index and clause headings are included for convenience only and
shall not affect the interpretation of this Agreement;
1.2.4. use of the singular includes the plural and vice versa;
1.2.5. use of any gender includes the other genders;
1.2.6. any reference to "persons" includes natural persons, firms, partnerships,

companies, corporations, associations, organisations, governments,
states, foundations and trusts (in each case whether or not having
separate legal personality);
1.2.7. the words "subsidiary" and "holding company" have the meanings given
to them by section 736 of the Companies Act 1985;
1.2.8. any reference to a person being an "associate" of another shall be

interpreted in accordance with section 435 of the Insolvency Act 1986,
and a person shall be regarded as "connected" or "associated" with any
person which is an associate of his and with any company of which any
director is an associate of his;
1.2.9. any reference to a statute, statutory provision or subordinate legislation

("legislation") shall (except where the context otherwise requires) be
construed as referring to such legislation as amended and in force from
time to time and to any legislation which re-enacts or consolidates (with
or without modification) any such legislation;
1.2.10. any reference to "the Licensee" shall, where the context so admits, be
deemed to include any sub-licensee of the Licensee;
1.2.11. any reference to an English legal term for any action, remedy, method of
judicial proceeding, legal document, legal status, court, official or any
legal concept or thing shall, in respect of any jurisdiction other than
4
England, be deemed to include a reference to what most nearly
approximates in that jurisdiction to the English legal term; and
1.2.12. any phrase introduced by the terms "including", "include", "in particular"
or any similar expression shall be construed as illustrative and shall not
limit the sense of the words preceding those terms.
1.3. The Schedules and Recitals form part of this Agreement and shall have effect as if
set out in full in the body of this Agreement and any reference to this Agreement
includes the Schedules and Recitals.
2. GRANT
2.1. The Licensor hereby grants to the Licensee for the term of this Agreement:-
2.1.1. the right to manufacture, advertise, promote, sell and distribute the
Products under the Trademarks in the Territory; and
2.1.2. the right to use the Trademarks only in connection with the foregoing
right.
2.2. This Licence is an exclusive licence throughout the Territory with respect to the
Licensed Products and, subject to clause 2.3, below neither the Licensor itself nor
any third party licensed by the Licensor shall have the right to advertise, promote,
manufacture, sell or distribute, nor cause the advertising, promotion, manufacture of,
sale or distribution of any items or material directly competitive with any Licensed
Product within the Territory other than the resale of the Licensed Products by the
Licensor of Licensed Products purchased from the Licensee or any Affiliated
Distributor or any sub-licensee of the Licensee.
2.3. The Licensor may itself promote or licence others to promote the Products under the
Trademarks in the Territory in the last [six months]9 of the term of this Agreement
(however terminated).
2.4. New lines of Licensed Products (including without limitation a line of Licensed
Products for children) shall be launched for commercial sale at such times as may
be mutually agreed between the Licensor and the Licensee.
2.5. No other rights under the Trademarks or in relation to the Licensor's designs are
granted to the Licensee.
3. VALIDATION
Each party to this Agreement shall at its own expense do all things appropriate to its status
as Licensor or as Licensee and necessary for the purpose of rendering this Agreement valid
and enforceable.
4. COMMENCEMENT AND DURATION
4.1. Unless sooner terminated by clause 25, this Agreement shall continue in force from
1 January 2011 to the expiry of the Term.
4.2. The Licensee shall notify the Licensor before the end of the [Fifth Contract YearJ 10
whether or not it wishes to attempt to negotiate a renewal of this Agreement upon its
expiry.
9
5
5. FINANCIAL PROVISIONS
5. 1. Royalty
In each Contract Year of the Term the Licensee shall pay to the Licensor a royalty of
whichever shall be the greater of:-
5.1.1. the Minimum Royalty; and
5.1.2. a royalty of [5%] 11 of the Turnover for the relevant Contract Year.
5.2. Sales of Licensed Products by the Licensee to the Licensor and its subsidiaries,
franchisees and licensees will be included within the calculation of the Royalty.
5.3. The Licensee shall within [thirty (30) days] 12 of the end of each Calendar Quarter in
every Contract Year pay to the Licensor whichever shall be the higher of the
Minimum Royalty or the Royalty payable to the Licensor by reference to the
Turnover during the immediately preceding Calendar Quarter. In calculating the
Royalty payable under this Agreement, the sales price of the Licensed Products
shall be based upon the invoiced normal wholesale selling price to unconnected
third parties.
5.4. Reports
5.4.1. Within [thirty (30) days] 13 of the end of each Calendar Quarter in every
Contract Year the Licensee shall deliver to the Licensor a written
statement of the quantity of the Licensed Products and other goods sold
during the immediately preceding Calendar Quarter by the Licensee, its
Affiliated Distributors and sub-licensees; the respective prices charged
and any discount allowed; the Turnover; the Royalty due and any other
particulars the Licensor may require.
5.4.2. Within [thirty (30) days] 14 of the end of each Calendar Half in every
Contract Year, the Licensee shall deliver to the Licensor a true and
complete statement in writing of all amounts spent by the Licensee in
advertising the Licensed Products in the immediately preceding
Calendar Half.
5.5. Records
5.5.1. The Licensee shall keep at its usual place of business books of account
relating exclusively to the sales of the Licensed Products and containing
such true entries complete in every particular as may be necessary or
proper for enabling the amount of the Royalty and other payments
reserved by this Agreement to be conveniently ascertained;
°Confidential information omitted and filed separately with the SEC with a request for confidential treatment
1
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Inter Parfums, Inc. No. 10.134.11.
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5.5.2. Within (45 days] 15 of the end of each Contract Year if requested by the
Licensor, the Licensee must deliver to the Licensor a written statement
certified by its auditors ("Auditor's Certificate") of the aggregate
Turnover of the Licensed Products and other goods sold or otherwise
disposed of by the Licensee, its Affiliated Distributors and sub-licensees
in that period and the payments due for that Contract Year under sub
clause 5.1. In the event that the Auditor's Certificate shows that the
payments made for the Contract Year covered by the Auditor's
Certificate are less than the payment due for that period under sub
clause 5.1, then the Licensee shall pay to the Licensor within ,QQ
days] 16 of delivery of an invoice from the Licensor for an amount
equivalent to the difference between the Royalty paid and the payment
due together with compound interest at the rate referred to in clause 5.6
below from the date the underpayment should have been made until the
date of actual payment.
5.5.3. The Licensor, or any other person authorised by the Licensor, is entitled
to inspect the Licensee's records during normal business hours and to
take away copies in order to verify the information provided by the
Licensee. This right of inspection shall remain in effect for a period of
one year after termination of this Agreement.
5.5.4. If the Licensee has understated the Royalty due then the Licensee shall
immediately pay to Licensor the additional Royalty due, plus interest at
the rate described in sub-clause 5.6. If the Licensee has failed to deliver
a statement as required by sub-clause 5.5.2 or has understated the
Royalty due by more than [5%1 17 then the cost of the inspection must be
paid for by the Licensee, otherwise the Licensor must bear the cost.
5.6. If any payment of the Royalty due to the Licensor is not made within [7 days] 18 of
the due date, interest will accrue on the full amount outstanding at the rate of M
percentage points above] 19 the base rate published by the Bank of England (or if
such rate of interest shall cease to be published an alternative interest rate selected
by the Licensor in its discretion) from time to time, from the due date until the date of
actual payment. Partial payments are applied first against interest accrued to the
date of payment and any balance against the amount outstanding.
5.7. Authority to make Payment
If at any time during the continuation of this Agreement the Licensee is prohibited
from making any of the payments reserved under this Agreement without
appropriate authority then the Licensee will promptly inform the Licensor of such
prohibition and commence and diligently pursue all necessary steps to secure from
the appropriate authority permission to make the said payments and pending the
obtaining of such permission shall place all payments to be made hereunder in an
interest bearing bank account from which withdrawals may be made within a period
of 30 days without loss of interest and will pay all such payments together with
15
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interest earned thereon to the Licensor within seven days of receiving such
permission.
5.8. Place and Currency of Payment
All sums due and payable hereunder shall be payable in London in Euro to a bank
account to be advised by the Licensor.
5.9. Rate of Exchange
For the purpose of calculating the Turnover, any payments received by the Licensee
in a different currency will be thereafter converted into Euro or Sterling currency with
reference to the rate of exchange of the Licensee's bank on the day when each
individual payment is received into the Licensee's account with the said bank.
5.10. Taxes
All payments to be made by the Licensee under this Agreement are exclusive of
Value Added Tax (if applicable), consumption tax or other sales tax, or customs duty
which shall where appropriate be payable by the Licensee in addition.
5.11. Withholdings
All payments to be made by the Licensee under this Agreement shall be paid free
and clear of any deductions, withholdings for or on account of tax, set offs or
counterclaims whatsoever, except any deduction or withholding which is required by
law. Any taxes levied by any government upon the payments to be made by the
Licensee to the Licensor pursuant to this Agreement and required to be withheld by
the Licensee from such payments shall be borne by the Licensor and shall be
withheld and paid by the Licensee to the appropriate authority. The Licensee shall
supply the Licensor promptly after each tax payment official tax receipts and or
other evidence of payment issued by the appropriate tax authorities.
6. LICENSEE'S COVENANTS
The Licensee covenants with the Licensor during the term of this Agreement unless
specifically provided:
6.1. Supplies to the Licensor
If requested by the Licensor, to supply Licensed Products to the Licensor and its
subsidiaries and international franchisees and other licensees for re-sale inside the
Territory. Supplies of the Products to the Licensor and its subsidiaries and
franchisees shall be at the Licensee's normal wholesale prices less a discount of
[20%) 20 . The Licensor shall be entitled to set off and deduct from payments due to
the Licensee for Licensed Products supplied by the Licensee to the Licensor, all
amounts of Royalty due from the Licensee to the Licensor or on any other account
under this Agreement.
6.2. Reputation
To ensure that all presentations and any dealings with third parties reflect the
standards and image associated with the "Paul Smith" name and that the conduct of
the Licensee shall in no way reduce or diminish the reputation, image and prestige
of the Trademarks or of products sold under or by reference to the "Paul Smith"
°
2
8
name.
6.3. Personnel
6.3.1. The Licensee shall appoint a dedicated senior executive acceptable to

the Licensor to oversee all aspects of the licence granted by this
Agreement and the arrangements between the Licensor and the
Licensee. The dedicated senior executive will liaise with the Licensor
and will spend the majority of his working time on such business.
6.3.2. The Licensee shall also appoint the following full time personnel who are
acceptable to the Licensor:-
a product/design manager (with suitable support);
and such other personnel that are jointly agreed between the parties and
considered necessary from time to time.
6.4. Independent Contractor and Risk
All aspects of the manufacture, distribution and sale of the Licensed Products by the
Licensee shall be at the risk and responsibility and for the account of the Licensee.
The Licensee shall act as an independent contractor and the Licensor shall not be
responsible for any breach by the Licensee of any obligations imposed by law on the
Licensee in its capacity as an employer or as manufacturer, distributor and/or seller
of the Licensed Products. The Licensee shall indemnify the Licensor against all
actions, claims, demands, costs, charges and expenses arising out of or in
connection with the manufacture, use or sale of the Licensed Products made by or
for the Licensee.
6.5. Information
To keep the Licensor informed of all laws, orders or regulations made at any time by
any government or any public or local authority within the Territory in any way affecting
or, in the Licensee's opinion likely to affect, the terms of this Agreement or the
manufacture or sale of the Licensed Products in the Territory. In particular, but without
limitation, the Licensee shall inform the Licensor of any country where registration of
this Agreement or any registered user agreement is required or desirable.
6.6. Takeover
That within [thirty days] 21 of the happening of such an event, the Licensee will give
notice to the Licensor of the acquisition of [twenty five per cent (25%)1 22 or more of
any of the share voting rights in the Licensee by any person firm or corporation or
group of persons firms or corporations acting in concert directly or indirectly.
6.7. Samples
The Licensee shall provide free of charge to the Licensor samples of the Licensed
Products upon the Licensor's request for the Licensor's international press offices.
21
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7. LICENSOR'S COVENANTS
The Licensor covenants with the Licensee:
7.1. Provide Technical Information
To supply to the Licensee such information, so far as it is available to the Licensor, as

is necessary to enable the Licensee to manufacture or sell the Licensed Products to
the best advantage.
7.2. Meetings
A representative of the Licensor shall meet with executive officers of the Licensee at
least twice in each Contract Year in London and or Paris to inform the Licensee of
developments within the Licensor's business and of its designs for its other product
ranges and to suggest to the Licensee themes and ideas for the development of the
Licensed Products and for the advertisement and promotion of the Licensed
Products.
The Licensee shall bear the reasonable travelling (First Class air fares for Directors
of the Licensor ; Business Class for other employees and consultants of the
Licensor) and subsistence costs of the Licensor's representative attending such
meetings in pursuance of this covenant and of any other meetings arranged
between the representatives of the Licensor and of the Licensee.
7.3. Personal Appearances
The Licensor shall procure the personal appearance of Sir Paul Smith (during his
life) at a limited number of events to be agreed between the parties provided that the
time and place of such appearance shall have previously been confirmed by the
Licensor. The Licensee shall bear the reasonable travelling (First Class air fares for
Directors of the Licensor ; Business Class for other employees and consultants of
the Licensor) and subsistence costs of the Licensor's representatives attending such
events in pursuance of this covenant.
8. APPLICATION OF THE TRADEMARKS
8.1. All Products made and/or sold by the Licensee and any sub-licensee of the
Licensee under this Agreement shall carry one of the Trademarks. The Licensee
shall comply strictly with the directions of the Licensor and of the Proprietors
regarding the form and manner of the application of the Trademarks which shall,
unless the Licensor agrees otherwise in writing conform to the following principles:-
8.1.1. The general style of the marking shall conform with that developed and
adopted by the Licensor;
8.1.2. Each Licensed Product shall bear one of the Trademarks in such place
as shall have been approved in writing by the Licensor but not anywhere
else; and
8.1.3. The markings shall comply with the applicable laws of the Territory
where the Licensed Products are to be sold.
Subject to the above principles the final decision on the form of any marking on
Licensed Products shall be made by the Licensor and the Proprietors after
consultation with the Licensee.
10
8.2. Apart from one of the Trademarks, no other trade mark or logo may be affixed to
Licensed Products in any form whatsoever. The Licensee must not use in its
business any other trade mark confusingly similar to the Trademarks and must not
use the Trademarks or any word confusingly similar to the Trademarks as or as part
of its corporate or trading name. ·
8.2.1. Except as otherwise expressly provided in this Agreement, to make no

other use of or claim any right in the Trademarks or any of the other
trademarks owned or used by the Licensor or the Proprietors and not to
use the Trademarks on any goods not being Licensed Products.
9. TITLE AND GOODWILL
9.1. The Licensee acknowledges that the Proprietors are the owners of the Trademarks
and the Licensee shall not dispute or challenge the validity of the Trademarks, or the
rights of either the Proprietors or of the Licensor to the Trademarks, during the term
of this Agreement.
9.2. Any goodwill derived from the use by the Licensee of the Trademarks accrues to the
Licensor and the Proprietors. The Licensor may at any time call for a confirmatory
assignment of that goodwill and the Licensee must immediately execute it.
9.3. No warranty expressed or implied is given by the Licensor or the Proprietors with
respect to the validity of the Trademarks.
10. TRADE MARK REGISTRATIONS
10.1. The Licensee must not apply for or obtain registration of the Trademarks for any
goods or services in any country.
10.2. The Licensee must not apply for or obtain registration of any trade or service mark in
any country which consists of or comprises the words "Paul Smith" or "PS" or any
confusingly similar word or words.
11. REGISTRATION OF PERMITTED USER
11 .1. The Licensee shall co-operate with the Licensor and the Proprietors in making
application to the Registrar of Trade Marks or any equivalent official or body in each
country in the Territory for either the registration of this Agreement as a licence or
the registration of the Licensee as a registered user of the Trademarks in respect of
each registration included in this Licence where the specification of goods for that
registration includes any of the Products.
11.2. The Licensee shall at the Licensor's request execute and deliver to the Licensor a
document which enables the Licensor to cancel any registration of this Agreement
as a Licence or the Licensee as a registered user.
12. DUTIES OF THE PARTIES
12.1. The Licensee must not do or omit to do anything to diminish the rights of the
Licensor or of the Proprietors in the Trademarks or impair any registration of the
Trademarks.
12.2. The Licensee shall provide, at the request of the Licensor or of any of the
Proprietors, all necessary assistance in maintaining any registration or prosecuting
any applications for registration in respect of the Trademarks.
11
12.3. The Licensee must promptly notify the Licensor of any attack on the validity of any
registration of the Trademarks.
12.4. The Licensee shall abide by regulations and practices in force or use in the Territory
in order to safeguard the Licensor's and the Proprietors' rights in the Trademarks.
12.5. In the event that any Government approval is required for this Agreement in any
country in the Territory or the country of the Licensee, the Licensee shall obtain
such approval prior to the Commencement Date and shall provide the Licensor with
a certified copy of such approval together with a translation in English.
13. QUALITY CONTROL AND APPROVAL PROCEDURES AND INTELLECTUAL

PROPERTY RIGHTS
13.1. Representatives of the Licensor and of the Licensee shall work with each other to
develop new lines of the Licensed Products once in each Calendar Half.
13.2. The Licensor shall approve all aspects of each of the Licensed Products (including,
without limitation, the smell, look and feel of the Licensed Products and of all display
items, packaging and related items) before a Licensed Product is offered for sale.
13.3. The Licensed Products manufactured by or for the Licensee and any sub-licensee of
the Licensee shall be of the best quality and shall use only the best quality materials
and components.
13.4. The Licensee shall ensure that all Licensed Products manufactured by or for the
Licensee and/or any sub licensee of the Licensee shall be strictly in accordance with
the designs and specifications previously approved in writing by the Licensor and using
only such materials as the Licensor or its designated agent shall have approved in
writing.
13.5. As required by the Licensor, the Licensee shall make available for the Licensor's
inspection at no cost to the Licensor specimen samples of each type of Licensed
Product (including, without limitation, packaging and related items) as manufactured
by or for the Licensee and any sub-licensee of the Licensee immediately prior to
each line of Licensed Products being offered for sale and, if requested by the
Licensor to cease to sell of offer for sale or permit the sale or offering for sale of any
Licensed Product whose sample supplied to the Licensor is not, in the opinion of the
Licensor, of satisfactory quality.
13.6. The Licensee shall ensure that all Licensed Products submitted for inspection are
selected at random and are made by the ordinary production methods.
13.7. The Licensor or any other person authorised by the Licensor shall, at its own
expense, have access during normal business hours to any of the Licensee's
premises and the premises of any sub licensee of the Licensee used for the
manufacture, storage, packing and distribution of Licensed Products to inspect
samples and the methods of manufacture, storage, packing and distribution. The
Licensor shall also be entitled to remove a reasonable number of samples at no cost
during any such inspection.
13.8. The Licensee shall not sell, market, distribute or use for any purpose, or permit any
third party to sell, market, distribute or use for any purpose, any Products which are
not approved by the Licensor pursuant to sub-clause 13.2 or which are damaged or
defective.
13.9. Wherever in this Agreement terms, documents, materials and/or proposals are
submitted by one party to another unless specifically stated to the contrary the party
12
who receives such submission shall have twenty days after receipt to approve or
disapprove such submission. If the party timely disapproves such submission the
disapproving party shall notify the other party of its disapproval. In the event that the
receiving party neither approves nor disapproves the submission in a timely manner
the submission shall be deemed approved.
13.10. The Licensee shall hold, as bare trustee for the Licensor all Intellectual Property
Rights of the Licensee in the Licensed Products (including, without limitation any
Intellectual Property Rights in the Licensed Products arising in the future) and their
constituent parts and at the Licensor's request to assign such Intellectual Property
Rights to the Licensor without compensation.
13.11. If the Licensee commissions, engages or employs any third party to create or
originate any materials or work in connection with this Agreement in relation to
which Intellectual Property Rights may be created, the Licensee shall procure that
such third party will execute and deliver to the Licensor prior to any such works or
materials being created a properly executed letter from such third party in the form
set out in the draft letter annexed to this Agreement or in such other form as may be
notified by the Licensor.
14. MANUFACTURE OF THE LICENSED PRODUCTS
14.1. The Licensee shall manufacture the Licensed Products at the Licensee's own
factories or at factories which have been approved in writing by the Licensor and
whose quality standards are no less than those of the Licensee.
14.2. The Licensee may not sub-contract the manufacture of the Licensed Products
without the prior consent in writing of the Licensor.
14.3. The Licensee shall not use any person to manufacture the Licensed Products that
might damage or bring into disrepute the good name of the Licensor and the
Licensee shall, if required to do so by the Licensor cease or refrain from using any
manufacturer of the Licensed Products which fails to meet the quality standards
from time to time of the Licensor.
14.4. The Licensee shall ensure that the Licensee has adequate personnel in place to
supervise and ensure the efficient operation of the manufacture of the Licensed
Products wherever that may take place.
15. ADVERTISING AND PROMOTION
15.1. At the commencement of each Calendar Half the Licensee shall submit to the
Licensor for approval a marketing plan and a media plan in respect of the Licensed
Products together with evidence of expenditure on the marketing and promotion of
the Licensed Products in the immediately preceding Calendar Half.
15.2. The Licensee shall supply to the Licensor at the commencement of each Calendar
Half free of charge specimen samples of all labels, brochures, advertisements,
stationery, packaging, publicity and other materials relating to the use of the
Trademarks by the Licensee and the Licensee shall not use any such material until
the Licensor or its designated agent has certified its approval in writing.
15.3. All artwork for advertisements shall be provided by the Licensor to the Licensee at
the Licensor's normal commercial rates.
15.4. The Licensee shall not appoint or replace an advertising agency in respect of the
Licensed Products without the consent in writing of the Licensor.
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15.5. The Licensee shall, together with its distributors, to spend in each Contract Year not
less than [20%] 23 of the Turnover in that Contract Year in advertising the Licensed
Products throughout the Territory. For the purpose of this clause the word
"advertising" shall include gifts with purchase, point of sale items and the cost of
producing and placing advertisements but shall exclude the cost of promotional staff
in stores.
16. SALES PROMOTION AND DISTRIBUTION
16.1. The Licensee shall use its best endeavours to achieve maximum sales of the
Licensed Products, to confirm to customers orders for the Licensed Products
passed to it by the Licensor and generally to expand the distribution of the Licensed
Products in the Territory.
16.2. The Licensee shall:-
16.2.1. arrange for the Licensed Products to be manufactured on commercial

scales to ensure that stockists of the Licensed Products are adequately
stocked with Licensed Products to ensure that sales of the Licensed
Products are maximised;
16.2.2. meet the demand for the Licensed Products in the Territory;
16.3. The Licensee shall sell the Licensed Products only through high quality retail outlets
approved in writing by the Licensor as appropriate to the Licensor's standing as an
international designer.
16.4. The Licensee shall submit a proposal in writing to the Licensor for any new sales
outlet and the Licensor shall either signify its approval or rejection within [14 days] 24
of the receipt of the Licensee's proposal.
16.5. The Licensee shall not sell to any particular outlet to which the Licensor objects on
any ground whatsoever including (but without prejudice to the generality of the
foregoing) that the style of the operation of any of the outlets does not conform with
the standards associated with the Trademarks.
16.6. The Licensee shall distribute the Licensed Products in accordance with a distribution
policy previously agreed in writing by the Licensor at the commencement of each
Calendar Half. In particular, but without limitation:-
16.6.1. the Licensee shall not appoint any distributor of the Licensed Products
without the Licensor's prior written approval. A list of distributors
currently approved by the Licensee is at Exhibit B;
16.6.2. during the process of approving a distributor, the Licensee may be

required to arrange meetings between the proposed distributor and
representatives of the Licensor and assist the approval process;
16.6.3. the Licensee shall not enter into an agreement with any distributor until
the terms of the proposed agreement have been presented to the
Licensor for approval and confirmed in writing as being satisfactory;
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16.6.4. the Licensor may insist that in selected areas within the Territory the
appointed distributor appoints dedicated sales personnel in respect of
the Licensed Products. These dedicated sales personnel shall be
recommended to dress in Paul Smith clothing;
16.6.5. distributors of the Licensed Products may be required to have a

dedicated telephone line solely for the Licensed Products and a
separate stationery for the distribution of the Licensed Products (the
Licensor shall assist in the design of the stationery);
16.6.6. the Licensee shall use its best endeavours to ensure that each
appointed distributor of the Licensed Products shows the Licensed
Products in an appropriate showroom and ideally in an separate room or
area to where the products of any other manufacturer or the Licensee's
other products are displayed.
16.6.7. insofar as it shall be lawful for the Licensee to do so, the Licensee shall
use its best endeavours to seek to minimise the parallel trading by
distributors of and other dealers in the Licensed Products from one
country or territory within the Territory to another. In particular, but
without limitation, and insofar as it shall be lawful for the Licensee to do
so, the Licensee shall not, in any period of time, supply to any distributor
or other dealer appointed to distribute or deal in the Licensed Products
in a particular country or other territory a quantity of the Licensed
Products in excess of the Licensee's realistic estimate of the maximum
demand for the Licensed Products in that country or territory for that
period;
16.6.8. the Licensee shall cease to distribute the Licensed Products through any
distributor that the Licensor shall require the Licensee to cease to deal
with (even though the distributor has previously been approved by the
Licensor in accordance with the provisions of this clause 16).
16.7. The Licensee shall exploit the Licensed Products on an arm's length bona fide
commercial basis and not in any circumstances to dispose of the Licensed Products
to any outlet in respect of which it has any interest or ownership save at the usual
commercial wholesale rates.
17. COMPLIANCE WITH APPLICABLE LAWS
Each Licensed Product distributed by the Licensee under this Agreement shall comply with
all applicable laws and regulations of governmental or other competent authorities in the
Territory from time to time, and any established industry standards in the Territory and be
safe for the use for which the same are intended.
18. INDEMNITIES
The Licensee shall indemnify the Licensor against all claims, liabilities and expenses arising
out of:-
18.1. the Licensee's activities under this Agreement or out of defects (whether obvious or
hidden) in any Licensed Products manufactured, promoted, distributed or sold by
the Licensee in the Territory or arising from personal injury or any infringement of
any rights of the Licensor or of any third party by the manufacture, sale, possession
or use of the Licensed Products by the Licensee or the Licensee's failure to comply
with all applicable laws and regulations; and/or
15
18.2. any claim made against the Licensor by any agent, distributor, sub-licensee or
former agent, distributor or sub-licensee of the Licensee for compensation,
indemnity, commission or other payments due to such person.
19. INFRINGEMENT
19.1. The Licensee must promptly notify the Licensor of any actual or suspected
infringement within the Territory of the Trademarks or of any other rights of the
Licensor that comes to its attention ("Infringement").
19.2. The Licensee will co-operate fully with the Licensor in taking all steps required by
the Licensor, in its sole discretion in connection with any Infringement, including
legal proceedings in the name of the Licensor or in the joint names of the Licensor
and the Licensee. The Licensor will be responsible for the cost of any legal
proceedings it requires, and is entitled to any damages, account of profits and/or
awards of costs recovered. The Licensee must use its best endeavours to assist the
Licensor in any legal proceedings relating to any Infringement.
19.3. If the Licensor elects not to take proceedings in respect of any Infringement the
Licensee shall have the right but not the obligation to take such proceedings in the
name of the Licensor on giving the Licensor an indemnity as to costs. The Licensee
shall be responsible for the costs of any such legal proceedings requires and is
entitled to any damages, account of profits and/or award of costs recovered.
19.4. In the event of a third party commencing litigation against the Licensee for
infringement arising out of the use by the Licensee in accordance with the terms of
this Agreement of the Trademarks in any country in which the Trademarks are
registered trademarks in respect of the Products the Licensor shall indemnify and
hold harmless the Licensee against any out of pocket expenses (including
reasonable attorney's fees) directly incurred by the Licensee arising our of/or
related to the use by the Licensee of the Trademarks in accordance with the terms
of this Agreement in the marketing distribution and/or sale of the Licensed Products
in those countries subject to the following conditions;-
19.4.1. The Licensee must promptly notify the Licensor in writing of any
allegation of infringement;
19.4.2. The Licensee must make no admission without the Licensor's written
consent; and
19.4.3. The Licensee must at the Licensor's request allow the Licensor to
conduct and if it decides to settle all negotiations and litigation and must
give the Licensor all reasonable assistance.
20. DISCLOSURE AND CONFIDENTIALITY
20.1. If the Licensee or any of its subsidiaries, associates, employees, agents or advisers
receive confidential, secret or any proprietary information of the Licensor under this
Agreement the Licensee shall keep the same confidential and not at any time after
such receipt disclose, divulge or communicate the same to any person other than (i)
its officers or employees and (ii) persons engaged by the Licensee to manufacture
Licensed Products for it or on its behalf for sale by the Licensee where necessary
for performance of its obligations and in pursuance of its rights under this Licence.
20.2. The obligations of confidentiality set out in sub-clause 20.1 will not extend to
information acquired by the Licensee which it can show-
16
20.2.1. at the time of its acquisition was in, or at a later date has come into, the
public domain, other than following a breach by the Licensee of this
Clause 20,
20.2.2. it knew prior to first disclosure to it by the Licensor; or
20.2.3. it received independently from a third party with the full right to disclose.
20.3. If the Licensor or any of its subsidiaries, associates, employees, agents or advisers
receive confidential, secret or any proprietary information of the Licensee under this
Agreement the Licensor shall keep the same confidential and not at any time after
such receipt disclose, divulge or communicate the same to any person other than (i)
its officers or employees where necessary for performance of its obligations and in
pursuance of its rights under this Licence.
20.4. The obligations of confidentiality set out in sub-clause 20.3 will not extend to
information acquired by the Licensor which it can show-
20.4.1. at the time of its acquisition was in, or at a later date has come into, the
public domain, other than following a breach by the Licensor of this
Clause 20,
20.4.2. it knew prior to first disclosure to it by the Licensee; or
20.4.3. it received independently from a third party with the full right to disclose.
21. ASSIGNMENT
21.1. This Agreement is personal to the Licensee. Except as expressly provided by the
following sub-clauses of this clause 21 or by clause 22 the Licensee must not assign
or transfer all or any part of its rights or obligations under this Agreement nor grant
any sub-licence of the rights hereby granted.
21.2. The Licensee shall have the right to sell the Business with the prior written consent
of the Licensor and subject to the conditions listed in sub-clause 21.3.
21.3. The conditions required to obtain the written consent of the Licensor to the sale of
the Business by the Licensee shall be that:-
21.3.1. any proposed purchaser shall submit his offer in writing and shall be
bona fide and at arms' length and shall meet the Licensor's standards
with respect to business experience, financial status, character and
ability;
21.3.2. the Licensee must at the time of its application for consent not be in
breach of any of its obligations to the Licensor under the terms of this
Agreement;
21.3.3. the Licensor shall be satisfied that the proposed purchaser has
adequate financial resources to perform the obligations of licensee
under this Agreement and to enable it to trade profitably. The Licensor
in so satisfying itself shall not be taken to be making any representations
or giving any warranties to such prospective purchaser;
21.3.4. payment is made by the Licensee of all costs and all obligations by or of
the Licensee to the Licensor are discharged without any right of
deduction or set-off; and
17
21.3.5. the prospective purchaser offers to enter into a licence agreement with
the Licensor on the same terms as this agreement for the unexpired
period of the Term.
21.4. The Licensee shall as soon as possible inform the Licensor of its desire to sell the
Business and submit to the Licensor a copy of each written offer received from any
proposed purchaser to purchase the Business from the Licensee together with:-
21.4.1. a financial statement of affairs and the business history of the proposed
purchaser; and
21.4.2. details of any other terms which may have been agreed between the
Licensee and the proposed purchaser.
21.5. Upon receipt of the information referred to in clause 21.4 the Licensor shall, in
addition to its other rights under this Agreement, have an option to purchase the
Business for the same amount and upon the same terms as the proposed purchaser
has offered (even if the Licensee subsequently receives a higher bid for the
Business). The Licensor shall have a period of [fifteen (15) days]l2 after receipt of
such information to exercise its option to purchase by notice in writing to the
Licensee. The sale and purchase shall be completed within [75 days] 26 following the
service of the Licensor's notice exercising the option. The Licensee shall notify the
Licensor of any variation in the terms offered by any prospective purchaser and the
said period of [fifteen (15) days]11 shall re-commence as from the date of such
notification of a variation in the offered terms. In this clause the expression "the
Business" shall include all assets employed in or about the conduct of the Business
including the freehold or leasehold interest under which the Licensee occupies any
premises used in the Business.
21.6. If the Licensor shall not exercise the option conferred by clause 21.5 the Licensee
shall be entitled within the period of [six months] 28 thereafter to proceed with its
application to sell the Business to a proposed purchaser upon the same or no more
favourable terms to the purchaser than those notified to the Licensor pursuant to
clause 21.4.
21. 7. Upon either (i) the Licensor exercising the option conferred by clause 21.5 or (ii)
upon the satisfaction of the conditions referred to in clause 21.3 the Licensor and
the Licensee shall each be deemed to have released the other from the terms of this
Agreement save for those provisions which by their nature or effect survive
termination. In addition the Licensee shall be deemed to have released and
discharged the Licensor from and against all claims and demands whether or not
contingent which the Licensee may have against the Licensor arising from this
Agreement or otherwise in any way out of the relationship between the Licensor and
the Licensee.
21.8. For the purpose of this clause any change in the beneficial ownership of the issued
share capital or of the de facto control of the Licensee shall be deemed to be an
assignment.
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21.9. Notwithstanding the previous prov1s1ons of this clause the Licensee shall be
permitted to assign the benefit, but subject to the burden, of this Agreement to
another limited company of comparable financial standing to the Licensee which is
owned (in its entirety) by either the Guarantor or the Licensee without the prior
written approval of the Licensor subject only to the assignee company entering into
a deed of adherence with the Licensor agreeing to be bound by the agreements on
the part of the Licensee contained in this Agreement and agreeing to re-assign this
Agreement to the Licensee in the event of the company ceasing to be wholly owned
by the Licensee or the Guarantor. The deed of adherence shall be prepared by the
solicitors of the Licensor at the cost of the Licensee and on the completion of such
deed of adherence the Licensor shall release the Licensee named in this Agreement
from any liability for any future breach of the terms of this Agreement.
22. SUB-LICENSING
22.1. The Licensee may, with the prior written consent of the Licensor, sub-license some
or all of the rights granted by this Agreement subject to the following further
conditions:-
22.1.1. the Licensor shall have submitted the proposed sub licence agreement
to the Licensor for the Licensor's approval and (without limitation to the
generality of the foregoing) the Licensee shall include in any sub licence
agreement it may enter into pursuant to the obtaining of such consent:-
22.1.1.1. Covenants by the sub licensee to observe and perform

the terms and conditions on the part of the Licensee
contained in this Agreement so far as the same in the
opinion of the Licensor are applicable to and capable of
observance and performance by such sub licensee;
22.1.1.2. Covenants by the sub-licensee not to assign the sub

licence agreement nor to grant any sub-licence of any of
the rights granted by the sub-licence agreement without,
in each case, the prior consent in writing of the Licensor;
22.1.1.3. Provision for determination as contained in clauses 25.1

and 25.2 and for ipso facto determination in the event of
and contemporaneously with the determination of this
Agreement and the licence granted under this Agreement;
22.1.1.4. Provision for determination in the event of the acquisition

of [fifty per cent (50%)1 29 or more of any of the share
voting rights in the sub licensee or in any holding
company of the sub licensee being (in either case) a
private limited company (but not a public limited company)
by any person firm corporation or group of persons firms
or corporations acting in concert directly or indirectly.
22.1.2. The Licensee shall strictly enforce the performance by any sub licensee
of the Licensee of the terms of the relevant sub-licence agreement.
22.1.3. If any sub licensee of the Licensee commits any breach of the relevant sub
licence agreement the Licensee shall commence to remedy or procure its
29
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remedy within [thirty (30) days] 30 of the Licensee having received written
notice from the Licensor requiring it to do so and if the Licensee shall have
failed to complete the remedying of such breach within [sixty (60) days]3 1
of the receipt of such notice then the Licensee shall, if required by the
Licensor, terminate the relevant sub licence agreement.
23. INSURANCE
23.1. The Licensee shall at its expense carry product liability and comprehensive general
liability insurance covering the Licensed Products of not less than five million
pounds. Such insurance policy shall remain in effect throughout the Term and for a
period of six years after termination. The Licensee shall instruct its insurers in writing
(with a copy to the Licensor) to notify the Licensor directly in the event that the
insurance shall lapse or cease. The Licensee shall notify the Licensor of all claims
made to it and notified to its insurers relating to the Licensed Products.
23.2. Promptly on request from the Licensor the Licensee shall provide a certificate
confirming the existence of insurance in accordance with this Clause 23.
24. GUARANTEE PROVISIONS
24.1. In consideration of the Licensor entering into this Agreement with the Licensee at
the request of the Guarantor, the Guarantor hereby unconditionally and irrevocably
guarantees to the Licensor the full, prompt and complete payment by the Licensee
of all sums due to the Licensor pursuant to this Agreement and the due and
punctual performance by the Licensee of all its obligations under this Agreement.
24.2. The guarantee contained in this clause 24 is a continuing guarantee and shall
remain in force until all the obligations of the Licensee under this Agreement have
been fully performed and all sums payable by the Licensee have been fully paid.
24.3. The Licensor may without any consent from the Guarantor and without affecting the
Guarantor's liability under this Agreement grant time or indulgence to or compound
with the Licensee or any other person and the guarantee contained in this clause 24
shall not be discharged nor shall the Guarantor's liability under it be affected by
anything which would not have discharged or affected the Guarantor's liability if the
Guarantor had been a principal debtor or principal obliger to the Licensor instead of
a Guarantor.
24.4. If the Guarantor is unable to procure that the Licensee duly and punctually performs
its obligations under this Agreement then it shall indemnify the Licensor in respect of
all costs, damages, charges and expenses incurred or suffered by the Licensor as a
result of any of the obligations of the Licensee under this Agreement being or
becoming void, voidable, unenforceable or ineffective as against the Licensee for
any reason, whether or not known to the Licensor, the amount of such loss being
the amount which the Licensor would otherwise have been entitled to recover from
the Licensee.
24.5. It shall not be necessary, prior to seeking payment or indemnification from the
Guarantor under this guarantee, for the Licensor to pursue or prosecute any claim it
may have against the Licensee and after any default by the Licensee the Licensor
may at any time make claims and/or take action (whether in the Courts or otherwise)
against the Guarantor as if the Guarantor was a principal obliger to the Licensor
°
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by lnterParfums, Inc. No. 10.134.31.
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under this Agreement having joint and several liability with the Licensee under this
Agreement.
25. TERMINATION
25.1. The Licensor may terminate this Agreement immediately by giving notice to the
Licensee if:
25.1.1. the Licensee commits any breach of this Agreement (other than a failure
to pay any sum to the Licensor that falls due);
25.1.2. the Licensor gives notice to the Licensee to remedy the breach (or to the
extent that the breach is not capable of remedy, to give compensation
for it); and
25.1.3. the Licensee fails to do so within [sixty (60) daysJ32 of the notice.
25.2. The Licensor may terminate this Agreement immediately by giving notice to the
Licensee if:
25.2.1. the Licensee or the Guarantor or any sub licensee of the Licensee
becomes insolvent, is adjudicated bankrupt or compounds with or makes
any arrangement with or makes a general assignment for the benefit of
its creditors or becomes for any reason whatsoever legally permitted not to
pay its debts as they fall due or ceases to exist as a separate legal entity or
does or suffers any act or thing equivalent to any of the above;
25.2.2. the Licensee or the Guarantor or any sub licensee of the Licensee fails
to pay any sum to the Licensor that falls due whether the transaction is
connected with this Agreement or not;
25.2.3. the Licensee assigns this Agreement or the Licensee grants a sub
licence of this Agreement without, in either such case, the consent of the
Licensor or purports to do so or any sub-licensee of the Licensee
assigns or grants a sub-licence without the necessary consent of the
Licensor or purports to do so;
25.2.4. the Licensee or any sub licensee of the Licensee is deprived of or

disposes of its business or a substantial part thereof, "substantial" for the
purposes of this sub-clause meaning a part which in the last accounting
year of the entity represented (35%] 33 or more of the relevant entity's
turnover;
25.2.5. the Licensee or the Guarantor or any sub licensee of the Licensee has
any restriction or limitation placed on the existing powers of its directors
to manage its business or on the powers of its shareholders to elect
those directors;
25.2.6. the Licensee fails in any year of the Term to pay the Minimum Royalty;
or
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25.2.7. the Guarantor ceases to retain (directly or indirectly) more than (51%] 34
of the share voting rights in the Licensee; or
25.2.8. the Licensee ceases or threatens to cease to carry on its business.
25.3. The Licensee may terminate this Agreement immediately by written notice to the
Licensor if the Licensor commits any breach of this Agreement and the Licensee
gives notice to the Licensor to remedy the breach (or to the extent that the breach is
not capable of remedy, to give compensation for it) and the Licensor fails to do so
within sixty (60) days of the notice.
26. EFFECT OF TERMINATION
26.1. When this Agreement is terminated:
26.1.1. all the Licensee's rights under this Agreement shall thereupon terminate
or be terminated (as the case may be) and the Licensee shall not
thereafter be concerned with the Licensed Products whether by way of
manufacture, sale or otherwise;
26.1.2. the licence to use the Trademarks ceases immediately and the Licensee
will immediately discontinue the use of the Trademarks, signs, cards,
notices and other display or advertising matter indicative of "Paul Smith"
or of any association with the Licensor or products of the Licensor and
will make or cause to be made such changes in signs, cards, notices
and other display or advertising matter as the Licensor shall direct. If the
Licensee shall within [seven (7) daysJ3 5 of such direction fail or omit to
make or cause to be made any change then the Licensor shall have
power (without incurring or imposing any liability on the Licensor to the
Licensee) without the consent of the Licensee, save the consent hereby
irrevocably given, to enter upon any premises of the Licensee and to
make or cause to be made any such change at the expense of the
Licensee which expense the Licensee hereby agrees to pay on demand.
The Licensee shall also when demanded by the Licensor deliver up to
the Licensor all stationery, literature, signs, cards, notices other display
or advertising matter and any other article bearing the name "Paul
Smith" or the Trademarks which may be the property of the Licensee.
All items which may have been loaned to the Licensee by the Licensor
shall be returned to the Licensor at the Licensee's expense;
26.1.3. the Licensee must not manufacture, sell or offer any products or
services of any type or description under or by reference to the
Trademarks or any confusingly similar mark;
26.1.4. the Licensee must return to the Licensor at its own expense all
confidential, secret or proprietary information of the Licensor (including
all copies in whatever form of any such information) and undertakes not
to use that information for any purpose;
26.1.5. the Licensee must co-operate with the Licensor in cancelling any
registration of this Agreement as a Licence or of the Licensee as a
permitted user of the Trademarks. If the Licensee shall fail so to do the
Licensor is hereby irrevocably appointed the agent of the Licensee with full
34
~ Inter Parfums, Inc. No. 10.134.34.
22
authority to give such notice to any Registrar of Trade Marks on behalf of
the Licensee; and
26.1.6. the Licensee shall cease the use of all material of whatever nature the
copyright and/or design right of which is vested in the Licensor or where
the continued use thereof would in any way infringe the Licensor's
copyright and/or design right.
26.2. The Licensee must within [30 days]36 of termination pay the Licensor all sums due
under this Agreement together with all accrued interest.
26.3. Termination of this Agreement by each party pursuant to Clause 24 shall be without
prejudice to the right to seek compensation for breach of any provisions of this
Agreement.
26.4. Except as expressly set out above, all rights and obligations of the parties under this
Agreement shall cease upon its termination or expiry.
27. SUPERVENING LAWS AND FORCE MAJEURE
27.1. The rights and obligations of the parties under this Agreement shall be subject to all
applicable laws, orders, regulations, directions, restrictions and limitations of
Governments or other bodies having jurisdiction over the parties.
27.2. If any such law, order, regulation, direction, restriction or limitation as aforesaid or
any treaty or other international agreement or the final judicial construction of any of
them shall after the date of the execution of this Agreement substantially alter the
relationship between the parties or the advantages derived from such relationship
then the parties shall on request from the adversely affected party modify this
Agreement to restore the situation if practicable or to compensate for such
alteration. If the parties are unable to agree on such a modification within three
months after the notice of request has been received by the party not affected then
any party may refer the matter for determination by the courts in conformity with
Clause 31
27.3. Subject to clause 27.2, if and to the extent that either party is prevented or delayed
by Force Majeure from performing any of its obligations under this Agreement and
promptly so notifies the other party, specifying the matters constituting Force
Majeure together with such evidence in verification thereof as it can reasonably give
and specifying the period for which it is estimated that the prevention or delay will
continue, then the party so affected shall be relieved of liability to the other party for
failure to perform or for delay in performing such obligations (as the case may be),
but shall nevertheless use its best endeavours to resume full performance thereof
provided that if the Force Majeure continues for a period of six months or more
following notification, the party not affected by the Force Majeure may terminate this
Agreement by giving not less than [30 days']37 prior notice to the other party, but the
notice of termination shall be of no effect if the party affected by the Force Majeure
resumes full performance of its obligations before the expiry of the notice period.
27.4. Nothing in clause 27.3 shall affect or relieve the Licensee's obligation to pay the
Royalty or any other sum due to the Licensor from the Licensor under this
Agreement.
36
3
23
28. SEVERANCE
28.1. If any provision of this Agreement shall be found by any court or administrative body
of competent jurisdiction to be invalid or unenforceable, such invalidity or
unenforceability shall not affect the other provisions of this Agreement which shall
remain in full force and effect.
28.2. If any provision of this Agreement is so found to be invalid or unenforceable but

would be valid or enforceable if some part of the provision were deleted, the
provision in question shall apply with such modification(s) as may be necessary to
make it valid and enforceable.
28.3. The parties agree, in the circumstances referred to in sub-clause 28.1 and if sub
clause 28.2 does not apply, to attempt to substitute for any invalid or unenforceable
provision a valid or enforceable provision which achieves to the greatest extent
possible the same effect as would have been achieved by the invalid or
unenforceable provision. The obligations of the parties under any invalid or
unenforceable provision of this Agreement shall be suspended while an attempt at
such substitution is made.
29. THIRD PARTY RIGHTS
A person who is not a party to this Agreement has no right to enforce any term of this
Agreement but this does not affect any right or remedy of a third party which exists or is
available apart from the Contracts (Rights of Third Parties) Act 1999.
30. MISCELLANEOUS
30.1. This Agreement, together with any documents referred to in it, constitutes the whole
agreement between the parties relating to its subject matter and supersedes and
extinguishes any prior drafts, agreements, undertakings, representations, warranties
and arrangements of any nature, whether in writing or oral, relating to such subject
matter.
30.2. Each of the parties acknowledges and agrees that in entering into this Agreement,
and the documents referred to in it, it does not rely on, and shall have no remedy in
respect of, any statement, representation, warranty or understanding (whether
negligently or innocently made) of any person (whether party to this Agreement or
not) other than as expressly set out in this Agreement. Nothing in this clause shall,
however, operate to limit or exclude any liability for fraud.
30.3. No variation of this Agreement shall be effective unless made in writing and signed
by or on behalf of each of the parties.
30.4. In order to enable the Licensor to ascertain whether the Licensee is complying with
the obligations imposed upon it under this Agreement and in order to enable the
Licensor to enforce rights given to it by this Agreement, the Licensor may at any
time enter premises of the Licensee and of any sub licensee of the Licensee without
any other consent of the Licensee save that which the Licensee hereby gives and
which it hereby agrees not to revoke.
30.5. No failure to exercise nor any delay in exercising by any party to this Agreement of
any right, power, privilege or remedy under this Agreement shall impair or operate
as a waiver of such right, power, privilege or remedy. A waiver of a breach of any of
the terms of this Agreement or of a default under this Agreement does not constitute
a waiver of any other breach or default and shall not affect the other terms of this
Agreement. A waiver of a breach of any of the terms of this Agreement or of a
default under this Agreement will not prevent a party from subsequently requiring
24
compliance with the waived obligation. The rights and remedies provided by this
Agreement are cumulative and (subject as otherwise provided in this Agreement)
are not exclusive of any rights or remedies provided by law.
30.6. Any notice required to be given under this Agreement or in connection with the
matters contemplated by it shall, except where otherwise specifically provided, be in
writing personally delivered, in which case it shall be deemed to have been given
upon delivery at the relevant address, or sent by first class pre-paid post, in which
case it shall be deemed to have been given seven Business Days after the date of
posting, or sent by facsimile, in which case it shall be deemed to have been given
when despatched, subject to confirmation of uninterrupted transmission by a
transmission report.
30.7. Without prejudice to any other rights or remedies that the Licensor may have, the
Licensee acknowledges and agrees that damages alone would not be an adequate
remedy for any breach by the Licensee of the provisions of this Agreement and that
accordingly the Licensor shall be entitled, without proof of special damages, to the
remedies of injunction, specific performance or other equitable relief for any
threatened or actual breach of the provisions of this Agreement.
30.8. Any time, date or period mentioned in this Agreement may be extended by written
agreement between the parties but otherwise and except as expressly provided, as
regards any time, date or period originally fixed or any time, date or period so
extended as aforesaid, time shall be of the essence for the performance of each of
the Licensee's (but not the Licensor's) obligations under this Agreement.
30.9. Nothing in this Agreement shall constitute, or be deemed to constitute, a partnership

between the parties nor, except as expressly provided, shall it constitute, or be
deemed to constitute, any party the agent of any other party for any purpose.
30.10. This Agreement is drawn up in the English language. If this Agreement is translated
into another language, the English language text shall in any event prevail.
30.11. None of the parties shall make any announcement relating to this Agreement or its
subject matter without the prior written approval of the other party except as required
by law or by any legal or regulatory authority.
30.12. This Agreement may be executed in any number of counterparts, each of which,
when executed and delivered, shall be an original, and all the counterparts together
shall constitute one and the same instrument.
30.13. Each party shall pay its own costs relating to the negotiation, preparation, execution
and implementation by it of this Agreement and of each document referred to in it.
31. LAW AND JURISDICTION
This Agreement shall be governed by, and construed in accordance with, English Law and
each of the parties irrevocably submits to the non-exclusive jurisdiction of the English courts
and waives any objection to proceedings in such courts on the grounds of venue or on the
grounds that the proceedings have been brought in an inconvenient forum.
25
EXHIBIT A
The Countries where the Trademarks are currently registered in respect of fragrances
AUSTRALIA Paul Smith 754526 3,9,14,18,25 10.02.98 10.02.2008 Toiletries, Eyewear, Watches, Luggage & Clothing
- renewed awaiting certificates for new dates
AUSTRIA Paul Smith 139974 3,9,14,18,25 22.01.92 22.01.2012 Toiletries, Eyewear, Watches, Luggage & Clothing
BENELUX Paul Smith 500607 3,9,14,18,25 13.09.91 13.09.2011 Toiletries, Eyewear, Watches, Luggage & Clothing
CROATIA Paul Smith Z971591 3,9, 14, 18,25 26.06.98 16.10.2007 Toiletries, Eyewear, Watches, Luggage & Clothing
- renewed awaiting certificates
CYPRUS (Greek) Paul Smith 3,9,14,18,25 Application Toiletries, Eyewear, Watches, Luggage & Clothing
CYPRUS (Turkish) Paul Smith 5567 3,9,14,18,25 20.04.01 20.04.2008 Toiletries, Eyewear, Watches, Luggage & Clothing
- Being renewed with CPA
FRANCE Paul Smith 1563240 3,9,14,18 29.08.89 27.08.2009 Toiletries, Eyewear, Watches & Luggage
GERMANY Paul Smith 1185322 3,25 21.08.89 21.08.2009 Toiletries, Clothing & footwear
GREECE Paul Smith 95676 3,14,25 19.09.89 19.09.2009 Toiletries, Watches, Clothing & footwear
26
Paul Smith IDM000037333 3 30.10.93 30.10.2013 Toiletries
(Additionally, PAUL SMITH recorded as 'Well-Known Trade Mark" In Indonesia by appllcatlon filed 19.4. 95)
ITALY Paul Smith 912251 3,9,14,18,25 12.01.90 12.01 .10 Toiletries, Eyewear, Watches, Luggage & Clothing
JAPAN Paul Smith logo 2134355 4 28.04.89 28.04.2009 Soaps, perfumery etc.
KUWAIT Paul Smith 45630 3 07.01 .01 06.01 .11 Toiletries etc.
MACAU Paul Smith 14-979-M 3,9, 14, 18,25 04.03.96 04.03.2014 Toiletries, Eyewear, Watches, Luggage & Clothing
- renewed ex 04.03.2013
Paul Smith
MEXICO (Logo) 674913 3 20.10.00 25.07.2010 Toiletries, fragrances etc.
Paul Smith
(Block) 698422 3 18.05.01 22.09.2010 Toiletries
NORTH KOREA Paul Smith 8599 3,9, 14, 16, 18, 29.07.95 29.07.2005 Toiletries, Eyewear, Watches, Stationery, Luggage,
25,34 Clothing & footwear, Lighters etc.
PHILIPPINES Paul Smith 99977 3 14.12.03 14.12.2023 Fragrances & Toiletries
PORTUGAL Paul Smith 253966 3 29.10.93 29.10.2013 Fragrances & Toiletries.
RUSSIAN Paul Smith 176715 3,9,14,18,25 25.06.99 20.10.2007 Toiletries, Eyewear, Watches, Luggage, Clothing -
FEDERATION ON Community TM 755406
27
PS Paul Smith 172713 3,9,14,18,25 24.02.99 20.10.2007 Toiletries, Eyewear, Watches, Luggage, Clothing
- ON Community TM 755406
SAUDI ARABIA Paul Smith 624/83 3 23.04.02 19.10.2010 Toiletries, Perfumery etc
SOUTH AFRICA Paul Smith 99/01629 3 02.02.99 02.02.2009 Toiletries, perfumery, dentifrices etc -
O~J Community TM 755406
SOUTH KOREA Paul Smith 238633 12 22.05.92 21.02.2012 Perfumery, hair products etc
238634 03 {21) 22.05.92 21.05.2012 Toiletries, dentifrices etc
Paul Smith logo 337917 12 23.04.96 23.04.2006 Perfumery, hair products etc
337918 3,21 23.04.96 23.04.2016 Cosmetics soaps, soap boxes, toothbrushes,
Korean letters
Paul Smith in 498007 3,9,14,18,25 20.07.2001 20.07.2011 Toiletries, Eyewear, Jewellery, Luggage and Clothing
Korean
characters
PS Paul Smith in 498008 3,14,18,25 20.07.2001 20.07.2011 Toiletries, Jewellery, Luggage and Clothing
Korean
characters
SPAIN Paul Smith 1512729 3 20.07.89 20.07.2009 Toiletries

Paul Smith logo 1326880 3 05.08.91 05.08.2011 Toiletries
SWITZERLAND Paul Smith 392654 3,9,14,18,25 09.09.91 09.09.2011 Toiletries, Eyewear, Watches, Luggage, Clothing etc
TAIWAN Paul Smith 991817 3 01.04.2002 31.03.2012 Toiletries, fragrances etc
PS Paul Smith 882702 25 01.02.00 01.08.2010 Clothing & Footwear etc
28
THAILAND Paul Smith logo Kor22428 3 08.12.93 06.12.2013 Fragrances
Paul Smith logo Kor28939 9 08.12.93 06.12.2013 Spectacles etc.
TURKEY Paul Smith 210373 3,9,14,18,25 05.05.99 05.05.2009 Toiletries, Spectacles, Watches, Bags, Clothing & Footwear -
On International TM 708450
U.A.E Paul Smith 46682 3 10.01.01 10.01.11 Toiletries, fragrances etc.
UNITED
KINGDOM Paul Smith 2051161 3,8,9, 14, 16, 12.01.96 12.01 .201 6 Toiletries, Penknives, Eyewear, Watches, Stationery,
U.S.A Paul Smith 1511432 3 08.11.88 08.11.2008 Toiletries
COMMUNITY
(EEC) Paul Smith 45393 3,8,9, 14, 16, 04.09.2001 1.04.2016 Widest possible classification of goods
18,21,24,25,
34
Austria
Belgium
Denmark
Finland
France
Germany
Greece
Ireland
Italy
Luxembourg
Netherlands
Portugal
Spain
Sweden
29
U.K.
Paul Smith Swirl 3759909 3,9 ,14, l 6, 18,25,27 01.09.05 24.03.2014 Fragrances, watches, jewellery, stationery, leathergoods
clothing, footwear, rugs
Paul X Paul
Smith 6186878 3, 14, 16, 18,21,24, 10.09.07 Perfumery.precious metals, packaging.leather goods.household
and 25 goods, textiles, clothing and footwear
Paul X 6186506 3, 14, 16, 18,21,24 Perfumery,precious metals, packaging,leather goods.household

and 25 10.09.07 goods, textiles, clothing and footwear
INTERNATIONAL Paul Smith 755406 3,9, 14, 16, 18 20.03.2001 20.03.2011 Fragrances, Sunglasses/Eyewear, Watches, Stationery, Leather
New Madrid &25 Goods/Lugage, Clothing & Footwear
Protocol
China
Czech Republic
Hungary
Iceland
Monaco
Norway
Poland
Romania
Russian Federation
Turkey
Yugoslavia
Japan 3,9,14,16& 18 Fragrances, Sunglasses/Eyewear, Watches, Stationery, Leather

Goods/Lugage
Morocco 3,9,14,16& 18 Fragrances, Sunglasses/Eyewear, Watches, Stationery, Leather
30
Goods/Lugage
Singapore 3,9,14,16& 18 Fragrances, Sunglasses/Eyewear, Watches, Stationery, Leather
Goods/Lugage
Philippines 99977 3 Application Fragrances
31
EXHIBIT B
List of currently approved distributors as at June 2008

COUNTRY COMPANY
AFRICA SARESCO
WHITE SHARK
AFRIQUE NOIRE INTERNATIONAL
ARGENTINA GRETA SA
ARMENIA NUSHIKIAN
AUSTRALIA COSMAX
BAHREIN YOUSUF WAHAB AL HAWAJ
BANGLADESH STARASIA
BELGIUM ELHA COSMETIC
BELORUSSIA UE BESTPERFUME
BOLIVIA FRAGANCE
Bosnie + Croatia + Rumania + Slovenia + EVERET
Serbia
BRAZIL VIZCAYA
BULGARIE NOVEALTD
CAMBODGE STARASIA
CHILE GRETA CHILE
COLOMBIA LA RIVIERA - GRUPO VISA
CZECH REPUBLIK MAST GROUP
DENMARK TRADEMADE
DFS MASTERS & ASSOCIATES
DFS+ Dom Tom ESSENCE CORP
ECUADOR LAS FRAGRANCIAS
EGYPT MAC
EMIRATS ARABES UNIS ALLIED
ESTONIA PARISI VESI
FIDJI MOTIBHAI
FINLAND KARLLARK
GEORGIA COSMOLUX
GERMANY+ AUSTRIA IP DEUTSCHLAND
GREECE AROMCA
HK+ CHINA ETERNAL OPTICAL
HOLLAND ELHA COSMETIC
ICELAND FORVAL
INDIA BACCAROSE
INDONESIA LUXASIA INDONESIA
IRAN FARKISH
IRELAND KENNETH GREEN
ISRAEL SHESTOWITTZ
ITALY INTER PARFUMS ITALIA
JAPAN BLUEBELL BEAUTE KK
JORDANIA IBRAHIM TRADING
KOREA KOICC
KOWEIT H&C
LEBANON SARRAF
MALAYSIA LUXASIA
MALTA CHEMIMART
MALTA CHEM IMART
MONGOLIA BISHRELT
GLOBAL PRESTIGE BRANDS
NEW ZEALAND
32
EXHIBIT B
List of currently approved distributors as

at June 2008 continued
NORWAY SOLIS
OMAN CAPITAL STORE
PAKISTAN BPI
PANAMA GRUPOWISA
PERU GRETA PERU
PHILIPPINES LUXASIA
POLYNESIA PAT & VAL
PORTUGAL LUSO HELVETICA
QUATAR GULF BEAUTY
RUSSIA IFD - COFIDEC
SAUDI ARABIA NATIONAL MARKETING CO
SINGAPORE INTER PARFUMS SING
SINGAPORE LUXASIA
SOUTH AFRICA LOOM DE NIMES
SPAIN HEVIGE
SWEDEN ALF SORENSEN
TAIWAN LUXASIA TAIWAN
THAILAND NOBLE COSPER
TURKEY TE HA GUZELIK
UK KENNETH GREEN
UKRAINE BROCARD
URUGUAY GRETA SA
VIETNAM PHUONG PHAT
YEMEN MAM
33
. - ' '
EXECUTED as a Deed by
PAUL SMITH LIMITED
in accordance with the law of its incorporation
acting by:-
Director /s/ [unintelligible]
Secretary /s/ [unintelligible]
INTER PARFUMS S.A.
acting by:- /s/ Philippe Benacin
Name Philippe Bencin
Title CEO and President
INTER PARFUMS INC ..
acting by:- /s/ Philippe Benacin
Name Philippe Bencin
Title President
34
To:-
Paul Smith Limited
Dear Sirs
In consideration of the sum of £1 now paid by you to us we hereby assign to Paul Smith Limited all the
copyright and all other rights (including goodwill) for all purposes throughout the world in the works
which I/ We have carried out for Inter Parfums SA ("the Licensee") in connection with their licence for
fragrances (''the Licence") and which I/We will carry out for the Licensee in the future in connection
with the Licence, and I/We agree that I/We will execute any further documentation which may be
required to effect fully this assignment or to enable Paul Smith Limited to apply for any registrations or
extensions in connection with the works as Paul Smith Limited thinks fit. I/We also hereby transfer
any and all intellectual property rights in connection with the works (including those of the exploitation,
printing and distribution) to Paul Smith Limited. This assignment shall be for the full term (including
any extension of these rights).
I/We agree that Paul Smith Limited shall be entitled to use and exploit in any way with my/our works
and in whatever manner Paul Smith Limited thinks fit, and shall be entitled to make any changes,
additions or alterations that it may deem necessary. I/We hereby irrevocably waive in Paul Smith
Limited's favour all Moral Rights (as set out in the Copyright, Designs and Patents Act 1988 or any
similar laws existing in any part of the world) in the works.
I/We agree that English law governs this agreement and that this agreement will apply to any further
works which I/ We undertake for the Licensee in connection with the Licence in the future.
Yours faithfully,
Signed ................................
Date...................................
Name................................ .
Address ............................. .
#294387 v1
35

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,~-D\C\\~-E

FOIA / PA Officer John Livornese

January 12, 2018

Dear Mr. Livornese:

I request pursuant to the Freedom of Information Act (FOIA) 5 U.S.C. § 552. As

Exhibit 10.134 to Form 10-Q filed on 08/11/2008 by INTER PARFUMS INC.

Exhibit Title: Licence Agreement

Office of FOIA Services

Ms. Marcia Coutinho

RE: Freedom of Information Act (FOIA), 5 U.S.C. § 552

Dear Ms. Coutinho:

This letter is in response to your request, dated and

The search for responsive records has resulted in the

If you have any questions, please contact me at

Confidential Treatment Requested

Inter Parfums, Inc.

Marked, Not Excised

Exhibit No. 10.134

DATED 3rd July 2008

(1) PAUL SMITH LIMITED

(2) INTER PARFUMS S.A.

(3) INTER PARFUMS INC.

Direct Fax: +44 (0)115 859 9612

1. DEFINITIONS AND INTERPRETATION

"Affiliated Distributor" distributors of the Licensee in which either the Licensee or

"Contract Year" shall mean each of the following years:­

First Contract Year:-

The period from 1 January 2011 to 31 December 2011

Second Contract Year:-

The period from 1 January 2012 to 31 December 2012

Third Contract Year:-

The period from 1 January 2013 to 31 December 2013

Fourth Contract Year:-

The period from 1 January 2014 to 31 December 2014

Fifth Contract Year:-

The period from 1 January 2015 to 31 December 2015

Sixth Contract Year:-

The period from 1 January 2016 to 31 December 2016

Seventh Contract Year:-

The period from 1 January 2017 to 31 December 2017

"Intellectual Property Rights" means all copyrights, registered and unregistered

"Licensed Products" means Products sold or offered for sale under or by

(a) in the First Contract Year, a Royalty of at least [1,225,000] 2 Euro;

(b) in the Second Contract Year, a Royalty of at least [1,300,000]3 Euro;

(c) in the Third Contract Year, a Royalty of at least [1,380,000]4 Euro;

(d) in the Fourth Contract Year, a Royalty of at least [1.465,000]5 Euro;

(d) in the Fifth Contract Year, a Royalty of at least [1,555,000]6 Euro;

(f) in the Seventh Contract Year, a Royalty of at least [1,750,000]8 Euro.

"Proprietors" means Paul Smith Group Holdings Limited (a company incorporated

"Territory" shall mean the world.

1.2. In this Agreement (except where the context otherwise requires):

1.2.1. any reference to a Recital, Clause or Schedule is to the relevant Recital,

1.2.2. references to "this Agreement" mean this agreement as amended,

1.2.5. use of any gender includes the other genders;

1.2.6. any reference to "persons" includes natural persons, firms, partnerships,

1.2.8. any reference to a person being an "associate" of another shall be

1.2.9. any reference to a statute, statutory provision or subordinate legislation

4. COMMENCEMENT AND DURATION

5.1.1. the Minimum Royalty; and

bl Inter Parfums, Inc. No. 10.134.10.

5.7. Authority to make Payment

5.8. Place and Currency of Payment

5.9. Rate of Exchange

"Contract Year" shall mean each of the following years:

22.1.1.2. Covenants by the sub-licensee not to assign the sub